Ault Disruptive Technologies (ADRT) 10-Q 23 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 22, 2023
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41171
Entity Registrant Name	AULT DISRUPTIVE TECHNOLOGIES CORPORATION
Entity Central Index Key	0001864032
Entity Tax Identification Number	86-2279256
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	11411 Southern Highlands Pkwy
Entity Address, Address Line Two	Suite 240
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89141
City Area Code	(949)
Local Phone Number	444-5464
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	true
Entity common stock, shares outstanding		14,375,000
Units, each consisting of one share of Common Stock, par value $0.001 per share and three-fourths of one Redeemable Warrant to purchase one share of Common Stock
Title of 12(b) Security	Units, each consisting of one share of Common Stock, par value
Trading Symbol	ADRU
Security Exchange Name	NYSEAMER
Common Stock, $0.001 par value
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	ADRT
Security Exchange Name	NYSEAMER

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Assets
Current asset - cash	$ 63,161	$ 206,527
Prepaid expenses	304,457	391,443
Cash and marketable securities held in Trust Account	119,254,187	118,193,123
Total current assets	119,621,805	118,791,093
Prepaid expenses, noncurrent		10,873
Deferred tax asset, noncurrent	27,062	27,062
Total Assets	119,648,867	118,829,028
Current liabilities:
Accounts payable	136,276	60,952
Accrued franchise taxes	50,000	200,000
Income tax payable	623,846	285,003
Common stock subject to possible redemption, 11,500,000 shares at redemption value(1)	118,672,204	117,800,181
Total current liabilities	119,482,326	118,346,136
Deferred underwriting commissions	3,450,000	3,450,000
Total liabilities	122,932,326	121,796,136
Stockholders’ Deficit:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.001 par value; 100,000,000 shares authorized; 2,875,000 shares issued and outstanding	2,875	2,875
Additional paid-in capital
Accumulated deficit	(3,286,334)	(2,969,983)
Total stockholders’ deficit	(3,283,459)	(2,967,108)
Total Liabilities and Stockholders’ Deficit	$ 119,648,867	$ 118,829,028

CONDENSED BALANCE SHEETS (Una_2

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, shares authorized redemption	11,500,000	11,500,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	2,875,000	2,875,000
Common stock, shares outstanding	2,875,000	2,875,000

UNAUDITED CONDENSED STATEMENTS

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Operating costs	$ 358,888	$ 296,891
Loss from operations	(358,888)	(296,891)
Other income:
Income from investments held in trust account	1,253,403	11,754
Interest expense, net		(3,063)
Total other income	1,253,403	8,691
Net income (loss) before income taxes	894,515	(288,200)
Provision for income taxes	338,843
Net income (loss)	$ 555,672	$ (288,200)
Basic and diluted weighted average shares outstanding, common stock subject to redemption	11,500,000	11,500,000
Basic and diluted net income (loss) per share attributable to common stockholders	$ 0.04	$ (0.02)
Basic and diluted weighted average shares outstanding, common stock	2,875,000	2,875,000

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)		Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021		$ 2,875		$ (1,766,410)	$ (1,763,535)
Balance at beginning (in shares) at Dec. 31, 2021		2,875,000
Net loss				(288,200)	(288,200)
Ending balance, value at Mar. 31, 2022		$ 2,875		(2,054,610)	(2,051,735)
Balance, end (in shares) at Mar. 31, 2022		2,875,000
Beginning balance, value at Dec. 31, 2022		$ 2,875		(2,969,983)	(2,967,108)
Balance at beginning (in shares) at Dec. 31, 2022		2,875,000
Remeasurement adjustment on redeemable common stock, net	[1]			(872,023)	(872,023)
Net loss				555,672	555,672
Ending balance, value at Mar. 31, 2023		$ 2,875		$ (3,286,334)	$ (3,283,459)
Balance, end (in shares) at Mar. 31, 2023		2,875,000
[1]Remeasurement adjustment is net of amounts eligible to be withdrawn from the Trust Account to pay franchise and income taxes for the period.

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from Operating Activities:
Net income (loss)	$ 555,672	$ (288,200)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Income from investments held in Trust Account	(1,253,403)	(11,754)
Changes in current assets and current liabilities:
Prepaid expenses	97,859	56,601
Accounts payable	75,324
Accrued expenses		(346,067)
Tax payable	188,843
Net cash used in operating activities	(335,705)	(589,420)
Cash Flows from Investing Activities:
Sale of investment held in Trust Account	192,339
Net cash provided by investing activities	192,339
Cash Flows from Financing Activities:
Payments of offering costs		(150,636)
Net cash used in financing activities		(150,636)
Net change in cash	(143,366)	(740,056)
Cash, beginning of the period	206,527	1,849,679
Cash, end of the period	63,161	1,109,623
Supplemental disclosure of noncash investing and financing activities:
Remeasurement of common stock subject to possible redemption	$ 872,023

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Organization Ault Disruptive Technologies Corporation (the “Company” or “We”) is a blank check company organized on February 22, 2021, under the laws of the State of Delaware. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on companies with innovative and emerging technologies, products or services in the United States. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from February 22, 2021 (“Inception”) through March 31, 2023, relates to the Company’s formation, the Initial Public Offering (“IPO” or “Public Offering”) described below and the search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate nonoperating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and the sale of the Private Placement Warrants (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is Ault Disruptive Technologies Company, LLC, a Delaware limited liability company that is a wholly owned subsidiary of Ault Alliance, Inc., a Delaware corporation (NYSE American: AULT) (the “Sponsor”). Financing The registration statement for the Company’s IPO was declared effective on December 15, 2021 (the “Effective Date”). On December 20, 2021, the Company consummated its IPO of 10,000,000 10.00 11,500,000 115,000,000 Simultaneously with the consummation of the IPO, the Company consummated the private placement of 6,500,000 warrants (7,100,000 warrants when the underwriters’ over-allotment option was fully exercised on December 20, 2021) (the “Private Placement Warrants”) to the Sponsor 7,100,000 Transaction costs related to the IPO amounted to $ 6,297,333 2,513,333 3,000,000 784,000 825,000 7,122,333 2,888,333 3,450,000 784,000 1,849,679 Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection with the initial Business Combination. However, the Company will complete the initial Business Combination only if the post-Business Combination company in which its public shareholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Trust Account Following the closing of the IPO on December 20, 2021, $ 116,725,000 10.15 11,500,000 116,725,000 The Company will provide holders (the “Public Shareholders”) of its Common Stock sold in the IPO (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely at its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Common Stock upon the completion of the initial Business Combination, regardless of whether such shareholder votes on such proposed Business Combination, and if they do vote, regardless of whether they vote for or against such proposed Business Combination, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is currently anticipated to be $ 10.35 The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of the initial Business Combination with respect to the Company’s warrants. Further, the Company will not proceed with redeeming the Public Shares, even if a Public Shareholder has properly elected to redeem its shares if a Business Combination does not close. The Common Stock subject to redemption was recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company’s amended and restated articles of incorporation provides that the Company will have only 18 months following the effectiveness of the Public Offering (the “Combination Period”) to consummate its initial Business Combination. If the Company has not consummated an initial Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, if any (less up to $50,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and its board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to consummate an initial Business Combination within the Combination Period. The Sponsor and each member of its management team have entered into an agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (defined in Note 7), Private Placement Warrants and Public Shares held by them (ii) to waive their redemption rights with respect to their Founder Shares, Private Placement Warrants and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) that would modify the substance or timing of the Company’s obligation to provide holders of shares of Common Stock the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within Combination Period or (B) with respect to any other provision relating to the rights of holders of shares of Common Stock or pre-initial Business Combination activity and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Warrants they hold if the Company fails to consummate an initial Business Combination within Combination Period (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Warrants if the Company fails to consummate a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to consummate a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not consummate a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($10.35 per Public Share). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.35 per public share, and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay the Company’s taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses, or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern As of March 31, 2023, the Company had $ 63,161 813,325 Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. The Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. As of March 31, 2023, the Company has been unable to consummate its initial business combination, and it is uncertain that it will be able to consummate a business combination prior to our second extension deadline of June 20, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern” (“ASC 205-40”), management has determined that the liquidity condition, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management continues to seek to complete a Business Combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 20, 2023. The accompanying unaudited condensed financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties The Company has a limited operating history and has not yet generated revenue from intended operations. The Company’s business and operations are sensitive to general business and economic conditions in the U.S. along with local, state, and federal government policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions, including but not limited to, credit risk, and changes to regulations governing the Company’s industry. Adverse developments in this general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. Management continues to evaluate the impact of the COVID-19 pandemic on the industry and currently believes that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or searching for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In February 2022, a military conflict started between Russia and Ukraine. The ongoing military conflict between Russia and Ukraine has provoked strong reactions from the United States, the United Kingdom, the European Union and various other countries around the world, including the imposition of broad financial and economic sanctions against Russia. Further, the precise effects of the ongoing military conflict and these sanctions on the global economies remain uncertain as of the date of the accompanying unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of the accompanying unaudited condensed financial statements. Inflation Reduction Act On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected in the future. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 4, 2023. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements is in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Accounting Policy on Redeemable Shares The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity. At all other times shares of common stock will be classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of certain future events. Accordingly, 11,500,000 shares of common stock subject to possible redemption are presented at redemption value as a current liability in the Company’s balance sheet, as the deposits required to extend the time we have to consummate our initial business combination have not yet been made. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the shares of Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Common Stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital is zero. As of March 31, 2023, Common Stock subject to possible redemption reflected in the unaudited condensed balance sheets are reconciled in the following table: Schedule of common stock subject to possible redemption Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (4,312,500 ) Issuance costs allocated to Common Stock (6,866,913 ) Plus: Remeasurement of carrying value to redemption value 13,979,594 Common Stock subject to possible redemption as of December 31, 2022 117,800,181 Remeasurement of Common Stock subject to possible redemption 872,023 Common Stock subject to possible redemption as of March 31, 2023 $ 118,672,204 Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no Marketable Securities Held in Trust Account As of March 31, 2023 and December 31, 2022, the Company held $ 119,254,187 118,193,123 192,339 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Offering Costs Associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs are allocated ratably with the redeemable and non-redeemable shares they are allocated to. Offering costs associated with warrants and shares of Common Stock not subject to redemption are charged to stockholders’ deficit. The Company incurred offering costs amounting to $ 6,297,333 2,513,333 3,000,000 784,000 7,122,333 2,888,333 3,450,000 784,000 Warrant Instruments The Company has accounted for the 8,625,000 Public Warrants and the 7,100,000 Private Placement Warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in ASC 480, “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging”. The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, or whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own Common Stock and whether the holders could potentially require "net cash settlement" in a circumstance outside of the Company’s control, among other conditions for equity classification. The Public and Private Placement Warrants were deemed to meet equity classification. Net Income (Loss) per Share of Common Stock We comply with accounting and disclosure requirements of the Financial Accounting Standards Board (‘FASB”) ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period excluding common stock subject to forfeiture. Remeasurement associated with the redeemable shares of common stock is excluded from net loss per share as the redemption value approximates fair value. At March 31, 2023 and 2022 we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the period presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Schedule of reflects the calculation of basic and diluted For the Three Months Ended March 31, 2023 Common Stock Non Basic and diluted net income per common share Numerator: Allocation of net income $ 444,538 $ 111,134 Denominator: Basic and diluted weighted average shares outstanding 11,500,000 2,875,000 Basic and diluted net income per common share $ 0.04 $ 0.04 The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Three Months Ended March 31, 2022 Common Stock Non Basic and diluted net loss per common share Numerator: Allocation of net loss $ (230,560 ) $ (57,640 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 ) Income Taxes The Company calculates its interim income tax provision in accordance with ASC Topic 270, Interim Reporting, and ASC Topic 740, Income Taxes (“ASC 740”). The Company’s effective tax rate (“ETR”) from continuing operations was (38%) and (0%) for the three months ended March 31, 2023 and 2022, respectively. The Company recorded income tax expense of $ 338,843 A valuation allowance is recorded when it is more-likely-than-not some of the Company’s deferred tax assets may not be realized. Significant judgment is applied when assessing the need for a valuation allowance and the Company considers future taxable income, reversals of existing deferred tax assets and liabilities and ongoing prudent and feasible tax planning strategies, in making such assessment. For the three months ended March 31, 2023 and 2022, the valuation allowance was $ 692,085 0 The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) the Company determines whether it is more likely than not a tax position will be sustained on the basis of the technical merits of such position and (ii) for those tax positions meeting the more-likely-than-not recognition threshold, the Company would recognize the largest amount of tax benefit that is more than 50.0% likely to be realized upon ultimate settlement with the related tax authority. The Company has determined it had no uncertain tax positions as of March 31, 2023. The Company classifies interest and penalties recognized on uncertain tax positions as a component of income tax expense. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Mar. 31, 2023
Initial Public Offering
Initial Public Offering	Note 3 — Initial Public Offering On December 20, 2021, the Company consummated its IPO of 10,000,000 10.00 Each Unit that the Company is offering has a price of $10.00 and consists of one share of Common Stock and three-fourths of one redeemable warrant. 11.50 11,500,000 115,000,000 Following the closing of the IPO on December 20, 2021, $ 116,725,000 10.15 11,500,000 116,725,000 10.15

Private Placement Warrants

Private Placement Warrants	3 Months Ended
	Mar. 31, 2023
Private Placement Warrants
Private Placement Warrants	Note 4 — Private Placement Warrants Simultaneously with the closing of the IPO, the Company’s Sponsor purchased an aggregate of 6,500,000 Warrants (7,100,000 Private Placement Warrants when the underwriters’ over-allotment option was fully exercised on December 20, 2021) 11.50 1.00 7,100,000 The Private Placement Warrants are not transferable, assignable or salable (and the shares of Common Stock issuable upon exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination). If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the Units sold in the Public Offering. Any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants requires a vote of holders of at least 50% of the number of the then outstanding Private Placement Warrants.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On February 23, 2021, the Company issued the Sponsor an aggregate of 2,875,000 0.001 25,000 12.00 Private Placement Warrants The Sponsor purchased an aggregate of 7,100,000 600,000 1.00 7,100,000 There will be no redemption rights or liquidating distributions from the trust account with respect to the Founder Shares, Private Placement Warrants or placement rights, which will expire worthless if the Company does not consummate a Business Combination within 18 months following the effectiveness of the Public Offering. Administrative Services Agreement The Company’s Sponsor through the earlier of the Company’s consummation of a Business Combination and its liquidation, makes available to the Company certain general and administrative services, including office space, utilities, and administrative services, as the Company may require from time to time. The Company has agreed to pay the Sponsor $ 10,000 30,000

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies In the course of normal operations, the Company may be involved in various claims and litigation that management intends to defend. The range of loss, if any, from potential claims cannot be reasonably estimated. Initial Business Combination Period Extension On December 13, 2022, the Company received notice from the Sponsor of the Sponsor’s intention to deposit $1,150,000 into the trust account established in connection with the Company’s initial public offering (the “First Deposit”). The First Deposit is required to extend the period of time the Company will have to consummate its initial business combination by three months from the initial deadline of December 20, 2022, until March 20, 2023. When the Sponsor makes the First Deposit, it will receive 1,150,000 private placement warrants in connection with the First Deposit, however, this deposit has yet to be made. On March 15, 2023, the Company received notice from the Sponsor of the Sponsor’s intention to deposit $1,150,000 into the trust account established in connection with the Company’s initial public offering (the “Second Deposit”). The Second Deposit is required to extend the period of time the Company will have to consummate its initial business combination by three months from the first extension deadline of March 20, 2023, until June 20, 2023. When the Sponsor makes the Second Deposit, it will receive 1,150,000 private placement warrants in connection with the Second Deposit, however, this deposit has yet to be made. Registration and Shareholder Rights The holders of the Founder Shares, Public Warrants, and Private Placement Warrants that may be issued upon conversion of Working Capital Loans (and any shares of Common Stock issuable upon the exercise of the Private Placement Warrants, including those issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Common Stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that no sales of these securities will be effected until after the expiration of the applicable lock-up period, as described herein. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 1,500,000 Units to cover over-allotments if any. On December 20, 2021, the underwriters fully exercised the over-allotment option. The underwriters were paid at the closing of the IPO an underwriting commission of $ 0.25 2,513,333 2,888,333 In addition, $ 3,000,000 3,450,000

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Stockholders’ Equity	Note 7 — Stockholders’ Equity Preferred Stock The Company is authorized to issue 1,000,000 0.001 no Common Stock The Company is authorized to issue 100,000,000 0.001 2,875,000 11,500,000 Founder Shares On February 23, 2021, the Company issued the Sponsor an aggregate of 2,875,000 0.001 25,000 Public Warrants and Private Placement Warrants Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants were issued upon separation of the Units and only whole Public Warrants trade. The Public Warrants will become exercisable on the later of (a) one year after the date that the registration statement for the offering is declared effective by the SEC and (b) the consummation of a Business Combination; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Public Warrants have an exercise price of $11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the consummation of the Company’s initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. If a registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the warrants is not effective by the 60th business day following the consummation of the Company’s initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days prior written notice of redemption given after the warrants become exercisable (the “30-day redemption period”) to each warrant holder; and • if, and only if, the reported last sale price of the Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Common Stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of Common Stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Company will use its best efforts to register or qualify such shares of Common Stock under the blue sky laws of the state of residence in those states in which the warrants were offered by the Company in the Public Offering. If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Company’s management will consider, among other factors, its cash position, the number of outstanding warrants and the dilutive effect on the Company’s stockholders of issuing the maximum number of shares of Common Stock issuable upon the exercise of the Company’s warrants. In such an event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. The Sponsor purchased an aggregate of 7,100,000 600,000 1.00 7,100,000 18 All warrants meet the requirements for equity classification and the Company accounts for the warrants as equity instruments in accordance with ASC 815, "Derivatives and Hedging", effective with the Public Offering.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 8 — Fair Value Measurements Fair value is defined as the price that would be received for the sale of an asset or paid for the transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value on a recurring basis March 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2023 (Level 1) (Level 2) (Level 3) Description Assets: U.S. Money Market Funds held in Trust Account $ 119,254,187 $ 119,254,187 $ - $ - Total $ 119,254,187 $ 119,254,187 $ - $ - December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Description Assets: U.S. Money Market Funds held in Trust Account $ 118,193,123 $ 118,193,123 $ - $ - Total $ 118,193,123 $ 118,193,123 $ - $ - There were no transfers between Levels 1, 2 or 3 for the period from Inception through

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 9 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected in the future. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on April 4, 2023.
Emerging Growth Company Status	Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of the financial statements is in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Accounting Policy on Redeemable Shares	Accounting Policy on Redeemable Shares The Company accounts for its common stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) will be classified as a liability instrument and measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity. At all other times shares of common stock will be classified as stockholders’ equity. The Company’s common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of certain future events. Accordingly, 11,500,000 shares of common stock subject to possible redemption are presented at redemption value as a current liability in the Company’s balance sheet, as the deposits required to extend the time we have to consummate our initial business combination have not yet been made. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the shares of Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Common Stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital is zero. As of March 31, 2023, Common Stock subject to possible redemption reflected in the unaudited condensed balance sheets are reconciled in the following table: Schedule of common stock subject to possible redemption Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (4,312,500 ) Issuance costs allocated to Common Stock (6,866,913 ) Plus: Remeasurement of carrying value to redemption value 13,979,594 Common Stock subject to possible redemption as of December 31, 2022 117,800,181 Remeasurement of Common Stock subject to possible redemption 872,023 Common Stock subject to possible redemption as of March 31, 2023 $ 118,672,204
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no
Marketable Securities Held in Trust Account	Marketable Securities Held in Trust Account As of March 31, 2023 and December 31, 2022, the Company held $ 119,254,187 118,193,123 192,339
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $ 250,000
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs are allocated ratably with the redeemable and non-redeemable shares they are allocated to. Offering costs associated with warrants and shares of Common Stock not subject to redemption are charged to stockholders’ deficit. The Company incurred offering costs amounting to $ 6,297,333 2,513,333 3,000,000 784,000 7,122,333 2,888,333 3,450,000 784,000
Warrant Instruments	Warrant Instruments The Company has accounted for the 8,625,000 Public Warrants and the 7,100,000 Private Placement Warrants issued in connection with the IPO and Private Placement in accordance with the guidance contained in ASC 480, “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging”. The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, or whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own Common Stock and whether the holders could potentially require "net cash settlement" in a circumstance outside of the Company’s control, among other conditions for equity classification. The Public and Private Placement Warrants were deemed to meet equity classification.
Net Income (Loss) per Share of Common Stock	Net Income (Loss) per Share of Common Stock We comply with accounting and disclosure requirements of the Financial Accounting Standards Board (‘FASB”) ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period excluding common stock subject to forfeiture. Remeasurement associated with the redeemable shares of common stock is excluded from net loss per share as the redemption value approximates fair value. At March 31, 2023 and 2022 we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in our earnings. As a result, diluted loss per share is the same as basic loss per share for the period presented. The following table reflects the calculation of basic and diluted net income per common share (in dollars, except per share amounts): Schedule of reflects the calculation of basic and diluted For the Three Months Ended March 31, 2023 Common Stock Non Basic and diluted net income per common share Numerator: Allocation of net income $ 444,538 $ 111,134 Denominator: Basic and diluted weighted average shares outstanding 11,500,000 2,875,000 Basic and diluted net income per common share $ 0.04 $ 0.04 The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Three Months Ended March 31, 2022 Common Stock Non Basic and diluted net loss per common share Numerator: Allocation of net loss $ (230,560 ) $ (57,640 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 )
Income Taxes	Income Taxes The Company calculates its interim income tax provision in accordance with ASC Topic 270, Interim Reporting, and ASC Topic 740, Income Taxes (“ASC 740”). The Company’s effective tax rate (“ETR”) from continuing operations was (38%) and (0%) for the three months ended March 31, 2023 and 2022, respectively. The Company recorded income tax expense of $ 338,843 A valuation allowance is recorded when it is more-likely-than-not some of the Company’s deferred tax assets may not be realized. Significant judgment is applied when assessing the need for a valuation allowance and the Company considers future taxable income, reversals of existing deferred tax assets and liabilities and ongoing prudent and feasible tax planning strategies, in making such assessment. For the three months ended March 31, 2023 and 2022, the valuation allowance was $ 692,085 0 The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) the Company determines whether it is more likely than not a tax position will be sustained on the basis of the technical merits of such position and (ii) for those tax positions meeting the more-likely-than-not recognition threshold, the Company would recognize the largest amount of tax benefit that is more than 50.0% likely to be realized upon ultimate settlement with the related tax authority. The Company has determined it had no uncertain tax positions as of March 31, 2023. The Company classifies interest and penalties recognized on uncertain tax positions as a component of income tax expense.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statement.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Schedule of common stock subject to possible redemption	Schedule of common stock subject to possible redemption Gross proceeds $ 115,000,000 Less: Proceeds allocated to Public Warrants (4,312,500 ) Issuance costs allocated to Common Stock (6,866,913 ) Plus: Remeasurement of carrying value to redemption value 13,979,594 Common Stock subject to possible redemption as of December 31, 2022 117,800,181 Remeasurement of Common Stock subject to possible redemption 872,023 Common Stock subject to possible redemption as of March 31, 2023 $ 118,672,204
Schedule of reflects the calculation of basic and diluted	Schedule of reflects the calculation of basic and diluted For the Three Months Ended March 31, 2023 Common Stock Non Basic and diluted net income per common share Numerator: Allocation of net income $ 444,538 $ 111,134 Denominator: Basic and diluted weighted average shares outstanding 11,500,000 2,875,000 Basic and diluted net income per common share $ 0.04 $ 0.04 The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): For the Three Months Ended March 31, 2022 Common Stock Non Basic and diluted net loss per common share Numerator: Allocation of net loss $ (230,560 ) $ (57,640 ) Denominator: Basic and diluted weighted average shares outstanding 11,500,000 2,875,000 Basic and diluted net loss per common share $ (0.02 ) $ (0.02 )

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of fair value on a recurring basis	Schedule of fair value on a recurring basis March 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2023 (Level 1) (Level 2) (Level 3) Description Assets: U.S. Money Market Funds held in Trust Account $ 119,254,187 $ 119,254,187 $ - $ - Total $ 119,254,187 $ 119,254,187 $ - $ - December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Description Assets: U.S. Money Market Funds held in Trust Account $ 118,193,123 $ 118,193,123 $ - $ - Total $ 118,193,123 $ 118,193,123 $ - $ -

Organization and Business Ope_2

Organization and Business Operations (Details Narrative) - USD ($)	Dec. 20, 2021	Dec. 20, 2021	Dec. 20, 2021	Mar. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred underwriting commissions				$ 3,450,000	$ 3,450,000
Cash held from out side				1,849,679
Cash				63,161
Working capital amount				$ 813,325
Liquidation [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, price per share				$ 10.35
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Transaction cost				$ 6,297,333
Underwriting commissions				2,513,333
Deferred underwriting commissions	$ 3,000,000	$ 3,000,000	$ 3,000,000	3,000,000
Other offering costs				784,000
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Issuance of common stock to Sponsors (in shares)		10,000,000	116,725,000
Sale of stock, price per share	$ 10	$ 10	$ 10
Aggregate units sold in the IPO	$ 11,500,000	$ 11,500,000	$ 11,500,000
Gross proceeds	$ 115,000,000	$ 115,000,000	115,000,000
Option exercise generated gross proceeds			$ 116,725,000
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Issuance of common stock to Sponsors (in shares)			6,500,000
Sale of stock, price per share	$ 10.15	$ 10.15	$ 10.15
New issue of shares			6,500,000
Description of stock issuance			warrants (7,100,000 warrants when the underwriters’ over-allotment option was fully exercised on December 20, 2021) (the “Private Placement Warrants”) to the Sponsor
Option exercise generated gross proceeds			$ 7,100,000
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Issuance of common stock to Sponsors (in shares)	11,500,000		116,725,000
Option exercise generated gross proceeds	$ 115,000,000		$ 116,725,000
Transaction cost				7,122,333
Underwriting commissions				2,888,333
Deferred underwriting commissions				3,450,000
Other offering costs				784,000
Additional transaction cost				$ 825,000
Over-Allotment Option [Member] | IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Option exercise generated gross proceeds			2,888,333
Transaction cost	$ 3,450,000	$ 3,450,000	$ 3,450,000

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
Accounting Policies [Abstract]
Gross proceeds	$ 115,000,000
Proceeds allocated to Public Warrants	(4,312,500)
Issuance costs allocated to common stock	(6,866,913)
Remeasurement of carrying value to redemption value	13,979,594
Common stock subject to possible redemption	117,800,181
Remeasurement of common stock subject to possible redemption	872,023
Common stock subject to possible redemption	$ 118,672,204

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Common Stock Subject to Mandatory Redemption [Member]
Allocation of net loss	$ 444,538	$ (230,560)
Basic and diluted weighted average shares outstanding	11,500,000	11,500,000
Basic and diluted net loss per common share	$ 0.04	$ (0.02)
Non Redeemable Common Stock [Member]
Allocation of net loss	$ 111,134	$ (57,640)
Basic and diluted weighted average shares outstanding	2,875,000	2,875,000
Basic and diluted net loss per common share	$ 0.04	$ (0.02)

Basis of Presentation and Sum_6

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 20, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash	$ 0		$ 0
Asset, Held-in-Trust, Noncurrent	119,254,187		118,193,123
Dividend Income, Operating	192,339
Cash, FDIC insured amount	250,000
Deferred underwriting commissions	3,450,000		$ 3,450,000
Provision for income taxes	338,843
Valuation allowance	692,085	$ 0
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Transaction cost	7,122,333
Underwriting commissions	2,888,333
Deferred underwriting commissions	3,450,000
Other offering costs	784,000
Underwriting commissions	2,888,333
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Transaction cost	6,297,333
Underwriting commissions	2,513,333
Deferred underwriting commissions	3,000,000			$ 3,000,000
Other offering costs	$ 784,000
IPO [Member] | Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Transaction cost				$ 3,450,000

Initial Public Offering (Detail

Initial Public Offering (Details Narrative)	Dec. 20, 2021 USD ($) $ / shares shares	Dec. 20, 2021 $ / shares shares	Dec. 20, 2021 USD ($) $ / shares shares
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares purchase price (in dollars per share)	$ 10
Sale of stock, description of transaction	Each Unit that the Company is offering has a price of $10.00 and consists of one share of Common Stock and three-fourths of one redeemable warrant.
Issuance of common stock to sponsors (in shares) | shares		10,000,000	116,725,000
Proceeds from Issuance of Common Stock | $			$ 116,725,000
Share price per unit	$ 10.15	$ 10.15	$ 10.15
Share price per unit	$ 10	10	$ 10
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Issuance of common stock to sponsors (in shares) | shares	11,500,000		116,725,000
Proceeds from Issuance of Common Stock | $	$ 115,000,000		$ 116,725,000
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Sale of stock, description of transaction			Warrants (7,100,000 Private Placement Warrants when the underwriters’ over-allotment option was fully exercised on December 20, 2021)
Stock price per share	$ 1	1	$ 1
Issuance of common stock to sponsors (in shares) | shares			6,500,000
Proceeds from Issuance of Common Stock | $			$ 7,100,000
Stock issued during period new issues | shares			11,500,000
Share price per unit	$ 10.15	10.15	$ 10.15
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, shares, new issues | shares	10,000,000
Stock price per share	$ 11.50	$ 11.50	$ 11.50
IPO [Member] | Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from Issuance of Common Stock | $			$ 2,888,333

Private Placement Warrants (Det

Private Placement Warrants (Details Narrative) - Private Placement [Member]	Dec. 20, 2021 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock to sponsors (in shares) | shares	6,500,000
Sale of stock, description of transaction	Warrants (7,100,000 Private Placement Warrants when the underwriters’ over-allotment option was fully exercised on December 20, 2021)
Exercise price per share	$ 11.50
Exercise price per share	$ 1
Proceeds from issuance of Private Placement Warrants | $	$ 7,100,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)		3 Months Ended
	Feb. 23, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Common stock, par or stated value per share		$ 0.001		$ 0.001
Common stock par or stated value per share	$ 12
Business combination, reason for business combinations		There will be no redemption rights or liquidating distributions from the trust account with respect to the Founder Shares, Private Placement Warrants or placement rights, which will expire worthless if the Company does not consummate a Business Combination within 18 months following the effectiveness of the Public Offering.
Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Sponsor fees		$ 10,000
Administrative service fees		30,000	$ 30,000
Common Stock [Member]
Related Party Transaction [Line Items]
Common stock, par or stated value per share	$ 0.001
Sponsor [Member]
Related Party Transaction [Line Items]
Shares issued for services	2,875,000
Aggregate purchase price	$ 25,000
Sponsor [Member] | Private Placement [Member]
Related Party Transaction [Line Items]
Aggregate purchase price		$ 7,100,000
Number of stock sold		7,100,000
Underwriting fees		$ 7,100,000
Exercise price (in dollars per share)		$ 1
Sponsor [Member] | Private Placement 1 [Member]
Related Party Transaction [Line Items]
Underwriting fees		$ 600,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)			3 Months Ended
	Dec. 20, 2021	Dec. 20, 2021	Mar. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business Combination, Control Obtained Description			Company received notice from the Sponsor of the Sponsor’s intention to deposit $1,150,000 into the trust account established in connection with the Company’s initial public offering (the “First Deposit”). The First Deposit is required to extend the period of time the Company will have to consummate its initial business combination by three months from the initial deadline of December 20, 2022, until March 20, 2023. When the Sponsor makes the First Deposit, it will receive 1,150,000 private placement warrants in connection with the First Deposit, however, this deposit has yet to be made.
Deferred underwriting commisions			$ 3,450,000	$ 3,450,000
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from Issuance of Common Stock	$ 115,000,000	$ 116,725,000
Deferred underwriting commisions			3,450,000
Deferred underwriting commisions			7,122,333
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Underwriting commission of unit sold (per share)		$ 0.25
Underwriting commission of Unit sold in the IPO Value		$ 2,513,333
Deferred underwriting commisions	3,000,000	3,000,000	3,000,000
Deferred underwriting commisions			$ 6,297,333
IPO [Member] | Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from Issuance of Common Stock		2,888,333
Deferred underwriting commisions	$ 3,450,000	$ 3,450,000

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Feb. 23, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares, authorized	100,000,000	100,000,000
Common stock, par or stated value per share	$ 0.001	$ 0.001
Common stock, shares, outstanding	2,875,000	2,875,000
Common stock, shares authorized redemption	11,500,000	11,500,000
Common stock, shares, issued	2,875,000	2,875,000
Common stock value	$ 2,875	$ 2,875	$ 25,000
Class of warrant or right, expense or revenue recognized	The Public Warrants have an exercise price of $11.50 per share, subject to adjustment as described herein. In addition, if (x) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with the consummation of the Company’s initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
Private Placement [Member] | Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant terms	18 months
Sponsor [Member] | Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Underwriting fees	$ 7,100,000
Exercise price (in dollars per share)	$ 1
Sponsor [Member] | Private Placement 1 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Underwriting fees	$ 600,000
Founder Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares, issued			2,875,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, par or stated value per share			$ 0.001

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	$ 119,254,187	$ 118,193,123
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	119,254,187	118,193,123
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	119,254,187	118,193,123
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	119,254,187	118,193,123
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets